Resoluciones del TEAC sobre operaciones de reestructuración empresarial. segundo asalto: RRTEAC de 19 de noviembre de 2024 (8869/2021) y de 12 de diciembre de 2024 (5937/2024 Y 6543/2024)

Abstract

In April and May 2024, the Central Economic-Administrative Tribunal issued several resolutions regarding the application of article 89.2 of Spanish Corporate Income Tax Law (CITL), in the case of a contribution of shares of an active company to a holding company, made by individuals. The Tribunal denied the application of the special tax regime, on the basis that it considered the application of the exemption granted by article 21 of CITL, on the reserves generated by the active company before the relevant transaction, as the main purpose pursued. To correct this abuse, the deferral of profits inherent to the tax restructuring regime may be denied, so that the contributing individuals are taxed in their Personal Income Tax as far as the operating company distributes dividends to the holding company. In resolutions dated December 12, 2024, the same Tribunal concluded that, for the purposes of allocating the deferred capital gains to the corresponding individuals, the first dividends distributed to the holding company constitute a materialization of this tax abuse, following a FIFO method.